AR 225/2007 ALBERTA INVESTMENT MANAGEMENT CORPORATION REGULATION (Consolidated up to 160/2015)
ALBERTA REGULATION 225/2007
Alberta Investment Management Corporation Act
ALBERTA INVESTMENT MANAGEMENT CORPORATION REGULATION
Table of Contents
                1      Interpretation
                2      Term of appointment
                3      Ceasing to hold office                 4      Eligibility
                5      Qualifications
                6      Nominating committee
             6.1      Clarifying and expanded powers
             6.2      Subsidiary re venture capital
                7      Indemnities
                8      Borrowing
             8.1      Investment management agreements
                9      Investing
              10      Reserve fund
              11      Coming into force
Interpretation
1(1)  In this Regulation,
                               (a)    “Act” means the Alberta Investment Management Corporation Act;
                              (b)    “chair” means the chair of the board;
                               (c)    “senior publicly traded issuer” means a publicly traded issuer that has or had a market capitalization of at least $75 000 000.
(2)  For the purposes of the Act and this Regulation,
                               (a)    “costs” includes funds advanced to defray the costs, charges and expenses of an action or proceeding referred to in section 12 of the Act;
                           (a.1)    “investment management services” does not include services described in section 6.1(3)(a);
                              (b)    “party” includes a person involved in an action or proceeding;
                               (c)    “proceeding” includes an investigation.
AR 225/2007 s1;214/2008;222/2013
Term of appointment
2(1)  A director may be appointed for a term not exceeding 3 years and is eligible for reappointment if the reappointment does not result in the director serving more than 10 years.
(2)  Subject to the 10‑year maximum established by subsection (1) and notwithstanding section 3(1)(c), a director continues to hold office after the expiry of the director’s term until
                               (a)    the director is reappointed,
                              (b)    a successor is appointed, or
                               (c)    a period of 6 months has elapsed,
whichever occurs first.
(3)  In determining the term of an appointment, the Lieutenant Governor in Council shall have regard to the desirability of having no more than 1/3 of the appointments expire in any one year.
(4)  In making an appointment, the Lieutenant Governor in Council shall have regard to the desirability of having a board that is comprised of individuals who, in the aggregate, have the full range of skills, knowledge and experience necessary to be able to effectively lead the Corporation in achieving its objects.
(5)  Subsection (3) applies to appointments made on or after January 1, 2011.
AR 225/2007 s2;160/2015
Ceasing to hold office
3(1)  A director ceases to hold office when
                               (a)    the director resigns,
                              (b)    the director becomes ineligible under section 4(2),
                               (c)    the director’s appointment expires, or
                              (d)    the director’s appointment is terminated by the Lieutenant Governor in Council.
(2)  A resignation of a director becomes effective when received by the chair, in writing, or at the time specified in the resignation, whichever is later.
(3)  The chair shall send a copy of the director’s resignation to the Minister forthwith.
AR 225/2007 s3;160/2015
Eligibility
4(1)  The following individuals are not eligible to become a director:
                               (a)    an individual who is less than 18 years of age;
                              (b)    an individual who
                                        (i)    is a represented adult as defined in the Adult Guardianship and Trusteeship Act or is the subject of a certificate of incapacity under the Public Trustee Act,
                                      (ii)    is a formal patient as defined in the Mental Health Act, or
                                     (iii)    has been found to be a person of unsound mind by a court elsewhere than in Alberta;
                               (c)    an individual who has the status of bankrupt in Canada or equivalent status in any other jurisdiction;
                              (d)    an individual who
                                        (i)    within the immediately preceding 5 years, has been convicted of an indictable offence or of an offence of a similar nature in another jurisdiction, or
                                      (ii)    has been convicted of an offence under the Bank Act (Canada) or the Loan and Trust Corporations Act, the Credit Union Act, the Insurance Act or the Securities Act, or an equivalent law of another jurisdiction;
                               (e)    an individual, other than the Deputy Minister of the Minister, who is an employee of, or who is an employee of an agent of, the Crown;
                               (f)    an individual who is a Member of the Legislative Assembly of Alberta.
(2)  A director is disqualified if the person
                               (a)    was ineligible to become a director under subsection (1),
                              (b)    becomes an individual referred to in subsection (1)(b), (c), (e) or (f), or
                               (c)    is convicted of an offence referred to in subsection (1)(d).
(3)  An act of the board or a committee of the board is valid notwithstanding that a director may have been ineligible or disqualified under this section.
AR 225/2007 s4;168/2010
Qualifications
5   Individuals appointed to the board must have proven and demonstrable experience and expertise in investment management, finance, accounting or law or experience as an executive or a director in a senior publicly traded issuer.
Nominating committee
6(1)  The Minister shall establish a nominating committee to advise the Minister regarding the appointment of any individual to the board.
(2)  The nominating committee must be comprised of at least 3 individuals, each of whom must have proven and demonstrable experience and expertise in investment management, finance, accounting or law or experience as an executive or a director in a senior publicly traded issuer.
(3)  The chair is, if the office is not vacant, a member of the nominating committee.
(4)  The nominating committee shall provide the Minister with a short list of qualified candidates comprised of at least double the number of positions to be filled, excluding any positions to be filled by reappointment.
(5)  In determining the short list referred to in subsection (4), the nominating committee must take into account section 2(4).
(6)  The Minister shall recommend to the Lieutenant Governor in Council only candidates for appointment to the board who have been provided by the nominating committee.
(7)  This section does not apply with respect to the reappointment of a director.
(8)  This section applies in respect of persons to be appointed to the board after January 1, 2008.
Clarifying and expanded powers
6.1(1)  The Corporation may
                               (a)    establish, use and maintain corporations, trusts, partnerships or any other legal entities or relationships for the purpose of holding, structuring and administering investments in connection with the provision of investment management services, and
                              (b)    exercise any other powers and perform any other duties and functions that are incidental or ancillary to the provision of investment management services.
(2)  In addition to any other powers, duties and functions, the Corporation may, in accordance with, and to the extent authorized by, any agreement with the Minister, provide shared services to the Crown.
(3)  The Corporation may enter into agreements with one or more persons, other than designated entities,
                               (a)    to provide valuation or other ancillary services in relation to investments jointly entered into or proposed to be entered into with those persons, and
                              (b)    to charge fees for providing the services.
AR 222/2013 s3
Subsidiary re venture capital
6.2(1)  The Corporation is authorized to own a subsidiary corporation for purposes relating to venture capital only if the subsidiary corporation
                               (a)    is and continues to be wholly owned by the Corporation,
                              (b)    maintains its principal office in Alberta, and
                               (c)    carries on its business exclusively in respect of matters relating to venture capital.
(2)  The Corporation may provide advisory or other shared services to the subsidiary corporation.
(3)  Section 19 of the Act applies to the subsidiary corporation.
AR 222/2013 s3
Indemnities
7(1)  The Corporation may indemnify a person under section 12(1) of the Act if authorized by a resolution of the board.
(2)  The Corporation must purchase and maintain appropriate liability insurance, as is commercially reasonable, to indemnify the Corporation against the costs, charges and expenses in respect of which indemnification under section 12(1) of the Act may be required.
(3)  The indemnity
                               (a)    must be in writing, and
                              (b)    may contain such additional terms and conditions required by the Corporation or the Minister.
(3.1)  If the Corporation advances funds to a person in order to defray the costs of an action or proceeding, the person shall repay the funds advanced unless the person fulfils the conditions set out in section 12(1) of the Act and any terms and conditions required under subsection (3)(b).
(4)  The Corporation may, under section 12(2) of the Act, provide indemnities in writing of the type that the Crown may provide under section 71(1)(a), (b) or (d) of the Financial Administration Act.
AR 225/2007 s7;214/2008
Borrowing
8   If authorized by a resolution of the board, the Corporation may, under section 18 of the Act, borrow money from the Crown or from a bank, credit union or treasury branch that is required for the Corporation’s operating, capital or other purposes authorized by the Minister.
Investment management agreements
8.1   An investment management agreement must include terms that deal with the following:
                               (a)    the funds and other assets administered by the designated entity in respect of which the Corporation is to provide investment management services;
                              (b)    the investment management services to be provided by the Corporation;
                               (c)    the costs to be recovered from the designated entity for the services to be provided.
AR 222/2013 s4
Investing
9   The Corporation may invest its funds only as a participant under section 40 of the Financial Administration Act.
Reserve fund
10   The Corporation may, if authorized by a resolution of the board, establish and maintain a reserve fund for the purpose of
                               (a)    managing money not immediately required for the Corporation’s operating, capital or other authorized purposes, or
                              (b)    repaying any money borrowed under section 8.
Coming into force
11   This Regulation comes into force on January 1, 2008.